27. Equity

The subscribed capital of METRO AG as of 30 September 2023 is fully paid in and remains unchanged and is broken down as follows:

Each ordinary share entitles to a single vote in the company’s Annual General Meeting. The ordinary shares carry full dividend rights. In contrast to ordinary shares, preference shares do not carry voting rights but confer a preferential entitlement to profits as prescribed in § 21 of the Articles of Association of METRO AG.

Authorised capital

The Annual General Meeting on 11 February 2022 authorised the Management Board to increase the share capital, subject to the consent of the Supervisory Board, by issuing new ordinary shares against cash contributions in 1 or several tranches for a total maximum of €108,929,175 by 10 February 2027 (authorised capital). Existing shareholders may exercise their subscription rights. Subject to the consent of the Supervisory Board, the Management Board is authorised to exclude shareholder subscription rights to offset fractional amounts. To date, the authorised capital has not been fully utilised.

• For more information about the voting rights, the company’s authorised capital and contingent capital, or the authority to issue warrant and/or convertible bearer bonds, see chapter 5 takeover-related disclosures in the combined management report.

Capital reserve and reserves retained from earnings

Prior to the effective date of the reclassification and demerger of CECONOMY AG on 12 July 2017, METRO AG was not yet a group within the meaning of IFRS 10. Accordingly, combined financial statements of METRO Wholesale & Food Specialist GROUP (hereinafter: MWFS GROUP) were still prepared for METRO AG’s stock exchange prospectus. Equity in the combined financial statements was the residual amount from the combined assets and liabilities of MWFS GROUP. Following the demerger, METRO became an independent group with METRO AG as the listed parent company. Therefore, the equity in the consolidated financial statements is subdivided according to legal requirements. The subscribed capital of €363 million and the capital reserve of €6,118 million were recognised at the carrying amounts from the Annual Financial Statements of METRO AG as of 30 September 2017. For this purpose, a transfer was made from the equity item net assets, recognised as of 1 October 2016, attributable to the former METRO GROUP of the combined financial statements of MWFS GROUP. The remaining negative amount of this equity item was reclassified to other reserves retained from earnings. Thus, it cannot be traced back to a long-term loss history.

The change from currency translation differences has a negative effect on equity in the amount of €767 million (2021/22: €744 million). The translation of the local financial statements to the group currency without affecting profit or loss resulted in a decrease of €796 million in other comprehensive income, particularly due to the development of the Russian rouble. The derecognition through profit or loss of cumulative currency differences of companies that were deconsolidated or discontinued within financial year 2022/23 had an opposing effect of €29 million.

Appropriation of the balance sheet profit, dividend

Dividend distribution of METRO AG is based on the Annual Financial Statements of METRO AG prepared under German commercial law.

With regard to the appropriation of the 2022/23 balance sheet profit of €205 million, the Management Board of METRO AG proposes to the Annual General Meeting that it resolve to distribute a dividend in the amount of €0.55 per ordinary share and €0.17 per preference share totalling €201 million – including the deferred payment of the preliminary dividend of €0.17 per preference share for financial years 2020/21 and 2021/22 – and to carry forward the remainder to new account as retained earnings.